PLF Tutorials

LEGAL TUTORIALS FOR DOING BUSINESS IN VIETNAM

Procedures for setting up a wholly foreign-owned enterprise in Vietnam


To establish a 100 percent foreign-owned business, foreign investors are required to carry out the following procedures:

Note: In addition, other related licenses might be required before going into operation should the investors choose to do business in conditional sectors.

For example: Foreign investors aiming to invest in goods import, export and distribution must apply for a Trading License after obtaining an Investment Registration Certificate and Enterprise Registration Certificate.

In a number of special cases, investors are expected to also register for an Investment Policy Decision before being granted the Certificate of Investment Registration.  

 

Contents of dossier of application for Investment Registration Certificate

  • A written request for an investment project implementation;
  • For the investor being an individual: a copy of the ID card or passport;

  • For the investor being an organization: a copy of the Certificate of Establishment or an equivalent document certifying the legal status of the investor;
  • An investment proposal specifying the following: listing of investor(s) implementing the project, investment objectives, scale, investment capital and method of capital mobilization, location, duration, and progress of investment, labor demand, requests for investment incentives, assessment of socio-economic effect and efficiency of the project;
  • A copy of one of the following documents:
    • Financial statements of the last 2 years of the investor;
    • Commitment of the parent company to provide financial support;
    • Commitment of a financial institution to provide financial support;
    • Guarantee on the investor’s financial capacity;
    • Documents explaining financial capacity of the investor;
  • Proposal for land use; if the project does not use land allocated, leased out by the State, or is not permitted by the State to change land purposes, a copy of the lease agreement or other documents certifying that the investor has the right to use the premises to execute the project must be submitted;
  • Explanation for technology application consisting of: names of technologies, their origins, technology process diagram; primary specifications, condition of machinery, equipment and primary technological chains for projects using technologies on the list of technologies restricted from transfer;
  • A Business Cooperation Contract (BCC) if the investment project is executed in the form of a BCC.

Clause 1 Article 37, Clause 1 Article 33 of 2014 Investment Law, Article 29 of Decree No. 118/2015/ND-CP
 

Contents of dossier of application for Enterprise Registration Certificate

For limited liability companies

  • Written application for enterprise registration;
  • Company charter;
  • A list of members (only required for limited liability companies with 2 or more members);
  • Copies of the following documents:
    • Copy of the citizen identification card, passport, or other legal personal identifications of members being individuals;
    • Establishment decision, Business Registration Certificate, or an equivalent document of the organization and a letter of authorization; Copy of the citizen identification card, passport, or other legal personal identifications of the authorized representatives of members being organizations;
    • If the members are foreign organizations, the copy of the Business Registration Certificate or an equivalent document must be consular legalized and translated into Vietnamese.
  • A Certificate of Investment Registration for foreign investors as regulated by the Investment Law.

For joint stock companies

  • Written application for enterprise registration;
  • Company charter;
  • A list of founding shareholders and shareholders being foreign investors for joint stock companies, a list of authorized representatives for foreign shareholders being organizations;
  • Copies of the following documents:
    • Copy of the citizen identification card, passport, or other legal personal identifications of members being individuals;
    • Establishment decision, Business Registration Certificate, or an equivalent document of the organization and a letter of authorization; Copy of the citizen identification card, passport, or other legal personal identifications of the authorized representatives of shareholders being organizations;
    • If the members are foreign organizations, the copy of the Business Registration Certificate or an equivalent document must be consular legalized.
  • A Certificate of Investment Registration for foreign investors as regulated by the Investment Law.

Note: Documents presented in foreign languages must be consular legalized and translated into Vietnamese.

Article 22 and 23 of the 2014 Law on Enterprises, Clause 1 Article 28 of Decree No. 78/2015/ND-CP
 

In cases where investors would like PLF to draft and prepare the complex legal documents mentioned above on their behalf, provide consultation on all interests available and further post-establishment legal assistance, it is encouraged to consider our service of Establishing a 100% foreign-owned enterprise.

PLF’s service of Establishing a Wholly Foreign-Owned Enterprise consists of 3 phases:

Phase 1: Advise on the rights and benefits available to investors  

  • Sectorial investment incentives
  • Geographical regions of investment incentives
  • Mandatory taxes, tax reductions and/or exemptions
  • Negotiating contracts with real estate lessors
  • and other interests

Phase 2: Apply for licenses

PLF will represent the investor in the following tasks:

  • Determining eligibility for licenses
  • Drafting and preparing legal documents
  • Modifying and supplementing as requested
  • Working with authorities
  • Making corporate seal and informing seal sample
  • Publish information on enterprise and investment registration

Result: the investor will receive the Investment Registration Certificate, Enterprises Registration Certificate, and other related licenses (if any) in order for the company to go into operation.

Phase 3: Post-establishment assistance

After obtaining necessary licenses, there are still other legal tasks needed to be done:

  • Initial tax declaration;
  • Employment-related issues in Viet Nam;
  • Placement of advertising signs;
  • Etc.

Investors can request PLF to carry out one or all of the above tasks depending on their needs.

For more details, please contact:

Procedures for setting up a wholly foreign-owned enterprise in VietnamPLF LAW FIRM

12th Floor, Ruby Tower,

81-85 Ham Nghi, District 1, Ho Chi Minh City, Vietnam

Tel: +8428 3821 2161 or +8428 3821 2162

Fax: +8428 3821 2165

Email: legal@plf.vn

Website: http://www.plf.vn

Working hours:

8h00 - 17h30 (UTC+7)

Mondays - Fridays


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